Ascent Resources-Utica LLC - 2016-02-08


With ARU Finance Corp., gave results of the early participation date for a private offer to exchange 3.50% convertible subordinated notes due 2021. Notes were held by eligible holders and were being exchanged for new identical notes due the same year and incremental junior secured loans due 2019. On Feb. 5, the early participation date, about 90% of the existing notes had been validly tendered and not withdrawn. In exchange for each $1,000 principal amount of the notes, plus accrued and unpaid interest, holders will receive total exchange consideration consisting of $50 in new junior secured loans, plus an additional amount of loans corresponding to 5% of any interest on the notes, and $950 of notes plus an additional amount of notes corresponding to 95% of the interest on the notes. Exchange offer is scheduled to close on Feb. 18, and the new notes will not list on any securities exchange. Fulfillment is conditional on valid tenders and accession of all participating noteholders to ARU’s junior secured term credit agreement, and entry by all participating noteholders into a subscription agreement regarding the new notes. This agreement is subject to a $212 million equity commitment to Ascent, of which $177 million will go to ARU. Fulfillment is also conditional on noteholders’ entry into a registration rights agreement with the issuers.

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